Hi *, attached is the final draft, that I hereby put in front of the board to vote on. No substantial changes from the last version, and thanks to Michael for improved verbiage.
Cheers, -- Thorsten Behrens, Director, Deputy Chairman of the Board The Document Foundation, Zimmerstr. 69, 10117 Berlin, Germany Rechtsfähige Stiftung des bürgerlichen Rechts Legal details: http://www.documentfoundation.org/imprint
THE DOCUMENT FOUNDATION - BOARD OF DIRECTORS
* RULES OF PROCEDURE *
Date: September 27th, 2012
Preambel
========
In addition to §7, (5) of the statutes, the board hereby agrees on the
following rules of procedure. Notwithstanding any regulations in the
statutes, this document defines board processes, decision making, as
well as sharing and delegation of board tasks.
Processes
=========
§1. Approval, modification, cancellation and publication of rules of
procedure
1. These rules of procedure can, at any time, be modified or
cancelled at the sole discretion of the board.
2. Decisions regarding the rules of procedure are made according to
§9 of the statutes. Drafts of amended rules, or the intent to
cancel them in entirety, need to be made available at least one
week in advance.
3. The rules of procedure can enter into effect earliest after
approval by the board according to 2., and after being published to
the members.
4. The rules of procedure must not conflict with TDF statutes. In
such cases, the conflicting parts are overridden by whatever
is mandated by the statutes.
Decision making and responsibilities
====================================
§2. Basic principle - all members of the board of directors
participate in all board matters by voting. As such, the principle
of joint management is maintained.
§3. Internal delegation of responsibilities
Internally, the board has decided on the following split of
responsibilities:
* marketing (Charles Schulz)
* certification (Italo Vignoli)
* communication with media and public (Italo Vignoli)
* asset management, trademarks and brands (Florian Effenberger)
* legal compliance (imprint, privacy policy, TOS) (Florian Effenberger)
* communication with authorities, deadlines and schedule (Florian
Effenberger)
* budget, bank accounts, capital stock (Florian Effenberger)
* filing and archiving (Florian Effenberger)
* LibreOffice releases (Thorsten Behrens)
* accounting and annual balance reports (Thorsten Behrens)
§4. Shared responsibility
The board as a whole assumes responsibility for all decisions, also
those made by individual board members in their capacities listed
in §3.
§5. Board decision making
1. For decisions affecting daily operations, and if the vote happens
electronically via email, for values of less than € 500, or an
equivalent contractual liability, not answering in the vote thread
for longer than 2 business days (for reasons including absence and
illness) counts towards approval.
2. Absent directors not able to follow daily opertations may notify
the board of that fact, and, provided the remaining board agrees,
may negotiate voting proceedures different from 1. for their vote,
or name representing deputies in order of preference.
Delegation
==========
§6. Delegation of tasks
1. By simple majority, the board can delegate tasks
2. Those delegated tasks may have a budget assigned. Potential
orders, limits, or bonds associated with that task are to be
adhered to.
3. Delegated tasks have mandatory reporting and disclosure requirements
towards the board, including disposition of funds, and achievement
of objectives. Reporting needs to happen at least once a year.
4. Members of the board, given prior permission of the entire board, and
still with full responsibility for their respective areas (§ 3),
can delegate tasks assigned to them to third parties. The
responsible director assumes control and supervision of any
contracted third party.
§7. Committees
1. It is the sole discretion of the board to setup committees, tasked
to prepare decisions for the board. Committees can only advise, the
ultimate decision authority and responsibility lies with the board.
Officers
========
§8. Systems and Administrative Officer
1. The board will contract, or alternatively hire if more
economical/practical, resources for professional, secure, and
timely maintenance of TDF's central IT infrastructure. The board
acknowledges that TDF's virtual presence and web pages are one of
its most valuable assets, and thus are worthy of focused
investment to complement the sysadmin community's great work.
Validity and Entry into Force
=============================
1. Severability clause - should one or more items of these rules of
procedure turn out to be invalid, in collision with the statutes,
German law, or otherwise not applicable, all other items will
remain in effect.
2. These rules of procedure enter into force effective September 28th,
2012.
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